Update on US and EU Russia Sanctions Energy Sector Focus

Update on US and EU Russia Sanctions Energy Sector Focus as of 23 December 2014 www.morganlewis.com Jon Hines, Partner Moscow Office Bruce Johnston, Partner London Office Margaret Gatti, Partner D.C. Office

Further US and EU Sanctions: State of Play The US and EU economic sanctions against Russia, as further tightened in Sept. 2014 and fairly well coordinated with one another, have basically remained as is since then. But there have been recent clarifications by new US FAQs, and by a 4 Dec. EU Reg. amendment and 16 Dec. EU FAQs. Some of these clarifications actually serve to soften the restrictions in various ways in the EU more so than in the US And new EU and US Crimea-aimed sanctions touch the energy sector too Latest US arrow: the Ukraine Freedom Support Act will it ever be used? 2

Contents Basic Framework...4 What s Newest...6 US Sectoral Sanctions OFAC...10 US Sectoral Sanctions BIS...16 US Direct Sanctions SDNs 20 US Ukraine Freedom Support Act...22 EU Sectoral Sanctions..30 EU Direct Sanctions..42 3

Basic Framework for the Energy Sector United States Treasury Dep t (Office of Foreign Assets Control OFAC) sectoral sanction directives, as amended to date (based on Executive Order 13662 from March 2014) apply to US persons Commerce Dep t (Bureau of Industry and Security BIS) export restrictions 15 CFR 746.5, Russian Industry Sector Sanctions, as amended to date apply to activities of any US person or within the US and also to goods, technology etc. with sufficient US content wherever located (i.e., in rem jurisdiction) Ukraine Freedom Support Act (just enacted, 18 December new secondary commercial sanctions applying mostly to foreign, not US, companies) and new Crimea-focused Executive Order of 19 December bars all new US investments etc. into Crimea including for energy sector / offshore areas and note that Chernomorneftegaz is a US (and EU) SDN 4

Basic Framework for the Energy Sector (cont d) European Union EU Council Regulation No. 833/2014 of 31 July 2014 as amended by Reg. No. 960/2014 of 8 Sept. 2014, and most recently by Reg. No. 1290/2014 of 4 Dec. 2014 (based on EU Council Decision 2014/872/CFSR of 4 Dec. 2014) applies to EU nationals and companies or anything happening in whole or part within EU territory or involving an EU-registered aircraft / vessel Commission Guidance Note (16 Dec.) on implementation of certain provisions and, re Crimea, EU Council Regulation No. 692/2014 of 23 June 2014 as amended by Reg. No. 825/2014 of 30 July 2014, and most recently by Reg. No. 1351/2014 of 19 Dec. 2014 (now hits energy sector investments) 5

What s Newest? EU Regulation amendment of 4 December clarifications / some softening the broader grandfathering exemption ( or ancillary contracts necessary for the execution of pre-12 Sept. 2014 contracts/obligations), already available re associated services per Reg. article 3a, now extends also to the article 3 (Annex II items) and the article 4 (technical / financial assistance) sanctions projects in Russia is clarified to include Russia s exclusive economic zone ( EEZ ) and continental shelf ( Shelf ) which had been understood in any event (note that the US s including marine areas claimed by Russia definition may be a bit wider in scope) the former deep water term is clarified to mean waters deeper than 150 meters (which is about 492 feet just short of the US-defined 500 feet) Arctic is clarified to mean only offshore area north of the Arctic Circle (i.e., no more risk of covering Russia s onshore north-of-arctic-circle areas so now is same as US intended scope (as just clarified see below) shale oil projects is clarified to exclude E&P through shale formations to locate or extract oil from non-shale reservoirs (this is consistent with recent US OFAC and BIS FAQ clarifications) 6

What s Newest? (cont d) EU Regulation amendment of 4 December (cont d) the article 5.3 30-day new loans/credits safe harbor for trade finance of nonprohibited imports/exports is clarified to cover not only such into Russia but into any non-eu third country incident to such export/import contracts for Russia and a new article 5.4 is added, clarifying that post-12 Sept. drawdowns under a pre-12 Sept. loan/credit contract aren t covered under the art. 5.3 general prohibition but only if the terms and conditions governing such drawdowns haven t been changed etc. (this is more or less consistent with a US OFAC FAQ clarification) EU Guidance Note of 16 December provides guidance (including some liberalizing clarifications) on certain provisions of the Regulation as amended in FAQ form focusing on financial assistance (Reg. arts. 2 and 4) trade finance (Reg. art. 5.3) 7

What s Newest? (cont d) EU Guidance Note of 16 December (cont d) loans other than for trade finance or emergency funding (Reg. art. 5.3) including: payment and settlement services including through correspondent banking making or being part of an arrangement to make new loan to sanctioned entity per art. 5.3 (thus different from US OFAC FAQ interpretation to date) payment terms / delayed payment >30 days for goods or services loans or credit for purposes of art. 5 (but payment terms to sanctioned entities that aren t in line with normal business practice etc. may suggest circumvention prohibited by art. 12) deposit services (whether demand- or term-based) isn t covered by the art. 5 loan/credit ban except where are to be used to circumvent the prohibition on new loans capital markets (arts. 5.1 and.2) EU Crimea investment ban per new 19 December amendment ban on new investments, financings, etc. (but with grandfathering) ban on supply of certain goods / technology (again, with grandfathering) 8

What s Newest? (cont d) US (new Nov. / Dec. 2014 FAQ responses mostly loosen, one tightens) shale oil projects clarification same as EU (see above) Arctic offshore projects = those involving drilling originating offshore and located above the Arctic Circle and not including horizontal drilling operations originating onshore (OFAC 421) production for purposes of OFAC Directive 4, does not include midstream (downstream) activities beyond field production or associated storage tank site (OFAC 420) de facto extension of payment terms to SSI entity beyond 30 or 90 days (as applicable, per OFAC Directives 1, 2 or 3) may require license / authorization US Crimea investment ban 19 December Executive Order ban on new investments (no grandfathering) ban on supply of any goods, services or technology (again, no grandfathering) and ban on any approval, financing, facilitation, or guarantee by US persons US Ukraine Freedom Support Act see slides 22-29 below 9

US Sectoral Sanctions OFAC Finance / Capital Markets The sanctions (as updated / amended in Sept. 2014) prohibit w/o license: new debt financing with maturity >30 days, or new equity financing (except depositary receipts based on pre-existing shares per FAQ 391), for these designated entities or their subs (50%-or-more owned), and transactions with or dealing in such debt or equity (Directive 1) Bank of Moscow Sberbank (note limited license given) Gazprombank VEB Russian Agricultural Bank VTB Bank (except depositary receipts based on pre-existing shares per FAQ 391) new debt financing with maturity >90 days for these designated entities or their subs (50%-or-more owned), and transactions dealing in such debt (Directive 2) Gazpromneft Novatek Rosneft Transneft new debt financing, maturity >30 days, for Russian Technologies (Rostec) or its subs (50%-or-more owned), and transactions / dealing in such debt (Directive 3) 10

US Sectoral Sanctions OFAC (cont d) Energy Directive 4 prohibits (since Sept. 2014) without a license the provision, export or re-export, directly or indirectly, of goods, services (except financial services) or technology in support of exploration or production for deepwater, Arctic offshore, or shale projects that have the potential to produce oil in Russia to these designated entities and or their subs (50%-or-more owned) Gazprom Lukoil Surgutneftegas Gazpromneft Rosneft Note OFAC (and BIS) FAQ clarification that deepwater = over 500 feet And Nov. 2014 OFAC (and BIS) FAQ clarification that shale project doesn t include E&P through shale to locate or extract oil in reservoirs And Dec. 2014 OFAC clarifications re Arctic offshore and production (see above) 11

US Sectoral Sanctions OFAC (cont d) Energy (cont d) The further reference to in Russia or in other maritime area claimed by [Russia] and extending from its territory likely means any other offshore areas (whether inland or territorial sea, EEZ or Shelf) that aren t Arctic per a BIS FAQ answer and analogous explanations of other country sanctions rules (and consistent with fresh EU Reg. clarifications) and the Caspian Sea zone claimed by Russia (EU might not cover this) as well as the Black Sea shelf area extending from Crimea (despite nonrecognition by US as being part of Russia) and see above on this And note the FAQ clarification that this sanction doesn t apply if a project has potential to produce only gas but does apply if potential for both 12

US Sectoral Sanctions OFAC (cont d) Energy (cont d) The Directive 4 export ban thus covers essentially all goods, as well as US-origin services, technical assistance and technology, in respect of such projects, to the five listed companies and their subs US entities were given a general license by OFAC to continue / withdraw from existing projects up to late September under OFAC General License 2, which granted this two-week period for winding down pre-existing contracts and operations ExxonMobil evidently then got a further license from OFAC allowing it another two-week extension to mid-october for wind-down / termination of its Rosneft JV drilling operation in the Kara Sea apparently applied to contractors too Further FAQ clarifications and licensing applications / actions since then 13

US Sectoral Sanctions OFAC (cont d) Energy (cont d) General application to US persons which = US citizens (and green card holders), US companies (and foreign branches but not foreign subs), and any persons/entities located in US All four directives (re finance / capital markets, and energy) also expressly prohibit any transaction that evades or avoids, has that purpose, or causes a violation of, or attempts to violate any of the directive prohibitions any conspiracy formed to violate any of same Note the support services compliance focus / risk 14

US Sectoral Sanctions OFAC (cont d) Resources: http://www.treasury.gov/resourcecenter/sanctions/programs/documents/eo13662_directive1.pdf http://www.treasury.gov/resourcecenter/sanctions/programs/documents/eo13662_directive2.pdf http://www.treasury.gov/resourcecenter/sanctions/programs/documents/eo13662_directive3.pdf http://www.treasury.gov/resourcecenter/sanctions/programs/documents/eo13662_directive4.pdf http://www.treasury.gov/resourcecenter/sanctions/programs/documents/ukraine_gl1a.pdf http://www.treasury.gov/resourcecenter/sanctions/programs/documents/ukraine_gl2.pdf http://www.treasury.gov/resourcecenter/sanctions/programs/documents/ukraine_gl3.pdf http://www.treasury.gov/resource-center/faqs/sanctions/pages/answers2.aspx 15

US Sectoral Sanctions BIS Export Restrictions Has the same five Russian energy companies (or their subsidiaries) on a BIS Entity List (since Sept. 2014) Gazprom Lukoil Surgutneftegas Gazpromneft Rosneft This designation imposes (re these five companies) a new license requirement for the export, re-export, or transfer of all items subject to the EAR (Export Admin. Regs.) when the exporter knows the items will be used directly or indirectly in exploration for or production of oil or gas in Russian deepwater, Arctic offshore, or shale formations or is unable to determine whether the item will be used in such projects and presumption of denial when for use in such projects that have the potential to produce oil 16

US Sectoral Sanctions BIS (cont d) Export Restrictions (cont d) Include, but are not limited to drilling rigs drill pipe and casing parts for horizontal drilling software for hydraulic fracturing drilling and completion equipment high pressure pumps subsea processing equipment seismic acquisition equipment Arctic-capable marine equipment remotely operated vehicle wireline & down-hole motors/equipment compressors, expanders, valves, risers What is subject to the EAR? All items in / moving in transit through the US all US origin items, wherever located 17

US Sectoral Sanctions BIS (cont d) Export Restrictions (cont d) and foreign-made goods that incorporate controlled US-origin goods foreign-made goods that are bundled with controlled US-origin software foreign-made software that is comingled with controlled US-origin software foreign-made technology that is comingled with controlled US-origin technology in quantities exceeding the de minimus levels (25% for Russia, other than encryption technology) certain foreign-made direct products of US-origin technology or software certain commodities, produced by any plant or major component thereof outside the US, that is direct product of US-origin technology or software Note: includes in-country transfers between entities (e.g., within Russia) 18

US Sectoral Sanctions BIS (cont d) Export Restrictions (cont d) The Commerce BIS August versus September sanctions: August only specifically designated ECCN items, to all Russian entities September plus all items subject to the EAR, for the 5 specifically named energy sector companies if or if (same oil/gas target projects litany, and denial presumption for oil projects applies in both cases) Resources: http://www.bis.doc.gov/index.php/about-bis/newsroom/press-releases/107- about-bis/newsroom/press-releases/press-release-2014/742-u-s-commercedepartment-expands-export-restrictions-aimed-at-russia-s-defense-sector http://www.bis.doc.gov/index.php/policy-guidance/faqs 19

US Direct Sanctions SDNs Specially Designated Nationals List A few oil & gas industry executives are on the SDN list: most notably Mr. Sechin of Rosneft, Mr. Timchenko (Volga Resources, Novatek, Yamal LNG), and the Rotenberg brothers Such individual-person listing bars dealings with them or their controlled companies (generally measured by 50% shareholding and note tightened nuances here) but otherwise doesn t bar dealing with companies of which they are officers / directors, etc. except has been interpreted to bar having an SDN-individual executive signing a contract on behalf of a non-sdn company And note Chernomorneftegaz (nationalized by Crimean gov t) as SDN 20

US Direct Sanctions SDNs (cont d) Specially Designated Nationals List (cont d) And a number of Russian defense industry companies and some Russian government officials These are the US direct sanctions (as opposed to the SSI sectoral sanctions summarized above All dealings with SDNs and their subsidiaries are generally prohibited (and must block their assets) Resources: http://eur-lex.europa.eu/legalcontent/en/txt/pdf/?uri=celex:32014r0961&from=en http://www.treasury.gov/resource-center/sanctions/ofac- Enforcement/Pages/20140912.aspx 21

US Ukraine Freedom Support Act Overview Signed into law by President Obama on 18 December, after unanimous vote (which is quite unusual) by both houses of Congress Various provocative provisions, on both the commercial and political fronts but is milder than earlier version, in both tone and content The commercial-sanctions parts (sections 4 and 5) lean toward some of the Iranian sanctions reach) i.e., primarily are aimed at foreign companies / foreign financial institutions discretionary ( may rather than shall ) for President to invoke or not waivable (and terminable) by the President upon certification Also: mandatory sanctions to be imposed on Rosoboronexport (Russia s giant arms exporter), and on other Russian entities that participate in arms sales / transfers into in Ukraine and certain other countries 22

US Ukraine Freedom Support Act (cont d) Overview (cont d) Note from the President s 18 December signing statement: At this time, the Administration does not intend to impose sanctions under this law, but the Act gives the Administration additional authorities that could be utilized, if circumstances warranted. The further political parts (authorization for military aid to Ukraine, support for democracy and civil society in Russia, etc.) are a different matter not further covered here (sections 6-11) Not yet clear whether / how EU will coordinate on this 23

US Ukraine Freedom Support Act (cont d) Sanctions re Russia s energy sector (section 4) Development of special Russian crude oil project means the already-designated three types of sanctioned projects (in Russian EEZ at >500 feet, Arctic offshore, shale formations) starting 45 days from enactment (i.e., by early Feb. 2015) President may impose three or more of the seven possible sanctions set out at section 4(c) see below makes a significant investment (see Iran-related def.) in such a project with certain exceptions (see below) Authorization (which exists anyway) for Commerce Dep t (BIS): to impose further licensing requirements for / other restrictions on export / reexport of items for use in [Russia s] energy sector including equipment used for tertiary oil recovery 24

US Ukraine Freedom Support Act (cont d) Sanctions re Russia s energy sector (section 4) (cont d) Contingent sanction re Gazprom If President determines Gazprom is withholding significant natural gas supplies from NATO countries or further withholds significant supplies from Ukraine, Georgia or Moldova President shall (not later than 45 days after such determination) impose bar on US persons involvement with new >90-days debt or any new equity of Gazprom (see section 4(c)(7)) and at least one other of the section (c) sanctions apparently applies only to Gazprom itself, and not to any subs 25

US Ukraine Freedom Support Act (cont d) Sanctions re Russia s energy sector (section 4) (cont d) Sanctions menu from which President may choose (in event of foreign company s involvement in special Russia s crude oil project, etc.): no more US Eximbank program support to the company no more US gov t agencies procurement of goods/services from the company no more US defense articles / services (e.g., if violator is a foreign gov t agency) no more licensing (and suspension of current licensing) for dual-use items prohibitions re present / future US property interests of the company prohibition on transfers of credits or payments between/by/through/to financial institutions subject to US jurisdiction, that involve any interest of the company prohibition on investment in new debt or equity of the company (including possible imposition on Gazprom see above) exclusion from US visa / revocation etc. (in case of foreign-person individuals) sanctions on principal executive officers (in case of foreign-person entities any of the above sanctions that are applicable to individuals) 26

US Ukraine Freedom Support Act (cont d) Sanctions on Russian / Other Foreign Financial Institutions ( FFIs ) For facilitation of certain energy-related transactions: President may prohibit FFI from opening, and prohibit / impose strict conditions on maintaining, correspondent account or payable-through account in the US if determines that FFI knowingly (see above definition) engages after date of this Act (i.e., 18 December) in significant transactions (see Iran-related def.) involving special Russian crude oil project (see above) or Gazprom withholding of natural gas supplies (see above) For facilitation of financial transactions on behalf of an SDN starting 180 days after enactment knowingly facilitated a significant financial transaction qualifiers 27

US Ukraine Freedom Support Act (cont d) Exceptions, Waivers, Penalties, Termination Exceptions (for the section 4 energy-related sanctions) the possible sanction of US property transactions blocking / prohibition doesn t include authority to block imports (into the US) some exceptions for pre-existing contracts (including ancillary / incidental contracts, in certain defined circumstances) National security waiver (for the section 4 and section 5 sanctions) President may waive application with respect to foreign person / FFI if determines is in national security interest submits report to Congress waiver can be transaction-specific as to foreign persons / the energy-related sanctions but apparently not as to FFIs (section 5 sanctions) thus, as with the Iranian sanctions, a practice of application for / grant of such waivers (for advance comfort / assurance) may develop now 28

US Ukraine Freedom Support Act (cont d) Exceptions, Waivers, Penalties, Termination Penalties (for sections 4 and 5 sanctions violations) apply to persons who violate, attempt or conspire to violate, or cause a violation possible civil penalty: the greater of $250,000 or twice the amount of the transaction for each violation possible criminal penalty (for willful act, etc.): max. $1 million fine (for company or individual) and/or max. 20 years imprisonment essentially same as for the other US sanctions (and there are enforcement guidelines, etc.) Termination (for sections 4 and 5 themselves, and any sanctions imposed thereunder) shall terminate on date of President s certification to Congress that the Russian Gov t has ceased significant acts intended to undermine the peace, security, stability, sovereignty, or territorial integrity of Ukraine including through an agreement between the appropriate parties http://www.gpo.gov/fdsys/pkg/bills-113hr5859enr/pdf/bills- 113hr5859enr.pdf Resource: 29

EU Sectoral Sanctions Overview The EU sanctions regime (most recently amended by Reg. No. 1290 of 4 Dec.) focuses on the financial, energy, and dual-use / military sectors is fairly well coordinated with the US regime though not quite in all respects for example no sanctions on anything re gas-focused projects (given Europe s dependence on Russian gas supplies) new guidance note exempting correspondent banking (payment / settlement services) from loan/credit bans but not so in US Much easier to grasp the basic EU rules than the US ones essentially all in one document s four corners But the devil (?) is in the diversity: each member state competent authority interprets, authorizes (where called for) or denies, enforces, and sets / imposes its own penalties unlike the US where this is all uniform, federal-level stuff though some coordination / consistency is called for in the Reg. and see the new 16 December EU Guidance Note FAQs 30

EU Sectoral Sanctions (cont d) Energy Per the initial 31 July energy-sector sanctions / authorization regime (article 3): prior authorization is required for sale, supply, transfer or export, directly or indirectly, of the items listed in Annex II to any person or entity in Russia or elsewhere if for use in Russia Russia now clarified to include its EEZ and Shelf and note that, by the 4 Dec. amendment, some of the Annex II item descriptions have been newly refined / narrowed authorization considered / granted by competent authority of the member state where the exporter is established, per some general EU rules 31

EU Sectoral Sanctions (cont d) Energy (cont d) but authorization shall not be granted for supply etc. of Annex II items if reasonable grounds to determine that is for Russian oil E&P projects: in waters deeper than 150 meters (circa 492 feet) in offshore area north of the Arctic Circle in shale formations by way of hydraulic fracturing (and not including E&P activities through shale formations to locate/extract oil from non-shale reservoirs except for execution of obligation arising from contract concluded before 1 August 2014 or, per new 4 Dec. liberalization, from ancillary contracts necessary for the execution of such contracts, or items necessary in case of certain events threatening health, safety or environment 32

EU Sectoral Sanctions (cont d) Energy (cont d) Restricted activities include: Provision, directly or indirectly, of specified types of associated services necessary for deepwater, Arctic offshore, shale oil E&P projects (same new-formulation litany as art. 3) in Russia including in its EEZ and Shelf): these specified types of services: drilling well testing logging completion services supply of specialised floating vessels the same exceptions apply for execution of an obligation arising from a prior (pre-12 Sept. 2014) contract / agreement or follow-on ancillary contracts, or services necessary in case of certain events threatening health, safety or environment apparently no scope for authorization here rather, a pure prohibition for/to all (if neither of the above two carve-outs applies) this is per Reg. art. 3a (as amended 4 Dec.) 33

EU Sectoral Sanctions (cont d) Energy (cont d) Also, provision of the following services related to any Annex II items needs authorization from national competent authority (per article 4.3 existing since the initial 31 July version of the Regulation, and as refined by the 4 Dec. amendment): technical assistance (or brokering services) re Annex II items and re provision, manufacture, maintenance and use of those items directly or indirectly to anyone in Russia (including its EEZ and Shelf) or to anyone in any other country if such assistance concerns items for use in Russia (including EEZ / Shelf) 34

EU Sectoral Sanctions (cont d) Energy (cont d) financing or financial assistance re Annex II items including grants, loans and export credit insurance for any sale, supply, transfer or export of those items or for any provision of related technical assistance also (as above for technical assistance) directly or indirectly to anyone in Russia (including its EEZ / Shelf) or to anyone in another country for use in Russia (including its EEZ / Shelf) Per art. 4.4, authorizations may be granted on same basis as set out in art. 3 (and possible emergency-based provision of such services without authorization, with prompt reporting of same per arts. 4.3 and 3.5) New Crimea sanctions Reg. amendment bars sale, supply, transfer, export of goods and technology (per an Annex II) to any Crimean company of for use there for oil & gas E&P (among other sectors) 35

EU Sectoral Sanctions (cont d) Capital Markets for Energy (and Military) Sector Companies Prohibits (per Reg. art. 5.2) purchase or sale of, provision of investment services for or assistance in issuance of, or other dealings with, certain debt or equity securities (and money-market instruments) issued by Rosneft, Transneft, Gazpromneft (the three currently designated entities engaged in sale or transportation of crude oil or petroleum products per Annex VI, are currently listed), their non-eu subs (>50% owned), or persons or entities acting on their behalf or at their direction applies to debt securities with maturity >30 days and note the relevant transferable securities definition which are negotiable on the capital market and see new 16 Dec. Guidance Note clarifications on derivatives, depositary receipts, and repos (items 21-26) And same basic prohibition re 3 designated Russian entities connected with military-sector goods/services including United Aircraft Corp. (per Annex V), with exception for space / nuclear sector entities 36

EU Sectoral Sanctions (cont d) Capital Markets for Russian Banks Prohibits (per Reg. art. 5.1) purchase or sale of, provision of investment services for or assistance in the issuance of, or other dealings with, transferable securities or money-market instruments issued by 5 designated Russian banks listed in Annex III or their non-eu subs (>50% owned) so, essentially same as in US OFAC sanctions (+ Bank of Moscow, a VTB sub) or persons or entities acting on their behalf or at their direction Applies to debt securities issued from 2 August to 12 Sept. 2014, with maturity >90 days after 12 Sept. 2014, with maturity >30 days And, again, new Guidance Note clarifics. (re GDRs etc. items 21-26) 37

EU Sectoral Sanctions (cont d) Loans Energy (and Military) Sector Companies Prohibits (per Reg. art. 5.3) directly or indirectly making or being part of any arrangement to make new loans / credits with maturity >30 days after 12 Sept. 2014 to any entity covered under the previous two slides namely the three Russian energy-sector companies (per Annex VI) the five Russian banks (per Annex III) the three Russian military-sector companies (per Annex V) or their non-eu subs, or persons acting on their behalf or at their direction Certain carve-outs provided (per Reg. art. 5.3, amended as of 4 Dec.) trade finance exemption: for loans or credit that have a specific and documented objective to provide financing for non-prohibited imports or exports of goods and non-financial services between the [EU] and any third State (intended for use by an above-specified entity) but not for purpose of funding any of the above-specified entities (see art. 12) 38

EU Sectoral Sanctions (cont d) Loans Energy (and Military) Sector Companies (cont d) And note the new (article 5.4, introduced by 4 Dec. clarification) that carves out from the general prohibition new drawdowns / disbursements under pre-12 September loan/credit contracts if all the terms and conditions of such were agreed pre-12 Sept. and haven t been modified since then; and before 12 Sept. a contractual maturity date has been fixed for the repayment in full of all funds made available possible issues re whether all terms and conditions really mean all treatment of typical carry-type loans re the repayment in full aspect And, again, see many new relevant clarifications in the 16 Dec. Guidance Note (items 3-20) 39

EU Sectoral Sanctions (cont d) Important Overarching Provisions The Reg. also bans knowing and intentional participation in activities having object or effect of circumventing the above prohibitions (art. 12) Jurisdictional reach the Regulation applies: within EU territory (or on board aircraft / vessels under member state jurisdiction) to any person, wherever located, who is an EU member state national to any entity, wherever acting, that is incorporated in an EU member state to any entity in respect of any business done in whole or in part within the Union Note the distinctions between US / EU regs. reach 40

EU Sectoral Sanctions (cont d) Important Overarching Provisions (cont d) The no claims shall be satisfied provision (Reg. article 11) but without prejudice to judicial review of the legality of the nonperformance of contractual obligations in accordance with this Regulation interesting for lawyers Resources: http://eur-lex.europa.eu/legalcontent/en/txt/pdf/?uri=celex:32014r0833&from=en http://eur-lex.europa.eu/legalcontent/en/txt/pdf/?uri=celex:32014r0960&from=en http://eur-lex.europa.eu/legalcontent/en/txt/pdf/?uri=oj:jol_2014_349_r_0002&from=en http://europa.eu/newsroom/files/pdf/c_2014_9950_en.pdf 41

EU Direct Sanctions The EU also adopted Council Reg. No. 961/2014 of 8 September 2014 This added 24 persons to the EU blacklist previously established under Reg. No. 269/2014 of 17 March 2014 All dealing with the listed persons (or their subs or certain other affiliates) is generally prohibited Resources: http://eur-lex.europa.eu/legalcontent/en/txt/pdf/?uri=oj:jol_2014_365_r_0006&from=en http://eur-lex.europa.eu/legalcontent/en/txt/pdf/?uri=celex:32014r0961&from=en This material is provided as a general informational service to clients and friends of Morgan, Lewis & Bockius LLP. It does not constitute, and should not be construed as, legal advice on any specific matter. You should not act or refrain from acting on the basis of this information. Links provided from outside sources are subject to expiration or change. 42

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